SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Hart Steven Weber (Last) (First) (Middle) 131 ROWAYTON AVENUE (Street) ROWAYTON CT 06853 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol LINCOLN EDUCATIONAL SERVICES CORP [ linc ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 06/28/2005
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common stock, no par value	07/29/2005		A		3,069	A	(1)	4,069(2)	D(3)
Common stock, no par value	06/28/2005		S		945,000	D	$18.6	2,187,100	I	By self as President and Sole Member(3)(4)
Common stock, no par value	06/28/2005		S		5,000	D	$18.6	55,602	I	By self as co-trustee(3)(5)
Common stock, no par value	06/28/2005		P		250	A	$20	250	I	By spouse as trustee(6)
Common stock, no par value	06/28/2005		P		250	A	$20	250	I	By spouse as trustee(7)
Common stock, no par value	06/28/2005		P		250	A	$20	250	I	By spouse as trustee(8)
Common stock, no par value	06/28/2005		P		250	A	$20	250	I	By spouse as trustee(9)
Common stock, no par value	06/28/2005		P		2,000	A	$20	2,000	I	By spouse(10)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Grant of Restricted Stock valued at $60,000 on date of grant. These restricted shares vest ratably on the first, second, and third year anniversary of grant date.

2. 1,000 of these shares are owned by Steven W. Hart in an IRA.

3. Pursuant to a voting agreement with Stonington Partners, Inc. II, Stonington Partners, Inc. II has the power to direct the voting of all the reported securities.

4. These shares are owned by Five Mile River Capital Partners LLC, of which Hart Capital LLC is the managing member. Steven W. Hart is the President and Sole Member of Hart Capital LLC. Steven W. Hart disclaims all beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

5. These shares are owned by the Steven W. Hart 2003 Grantor Retained Annuity Trust, of which Steven W. Hart is co-trustee.

6. These shares are owned by The Steven W. Hart Annual Gift Trust FBO Sarah Elizabeth Hart. Steven W. Hart's spouse is trustee. Steven W. Hart disclaims beneficial ownership of these securities, and the filing of this report is not an admission that Steven W. Hart is the beneficial owner of these securities for purposes of Section 16 or any other purpose.

7. These shares are owned by the Steven W. Hart Estate Reduction Reduction Trust FBO Nicholas De Quinzo Hart. Steven W. Hart's spouse is trustee. Steven W. Hart disclaims beneficial ownership of these securities, and the filing of this report is not an admission that Steven W. Hart is the beneficial owner of these securities for purposes of Section 16 or any other purpose.

8. These shares are owned by the Steven W. Hart Estate Reduction Reduction Trust FBO Jordan Campbell Hart. Steven W. Hart's spouse is trustee. Steven W. Hart disclaims beneficial ownership of these securities, and the filing of this report is not an admission that Steven W. Hart is the beneficial owner of these securities for purposes of Section 16 or any other purpose.

9. These shares are owned by the Steven W. Hart Estate Reduction Reduction Trust FBO Christopher Weber Hart. Steven W. Hart's spouse is trustee. Steven W. Hart disclaims beneficial ownership of these securities, and the filing of this report is not an admission that Steven W. Hart is the beneficial owner of these securities for purposes of Section 16 or any other purpose.

10. These shares are owned by the spouse of Steven W. Hart, 1,000 of which are held in her IRA. Steven W. Hart disclaims beneficial ownership of these securities, and the filing of this report is not an admission that Steven W. Hart is the beneficial owner of these securities for purposes of Section 16 or for any other purpose.

	/s/ Marcus D. Wilkinson, by power of attorney	08/02/2005
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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